THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of August 28, 2003, among Jarden Corporation, formerly known as Alltrista
Corporation, a Delaware corporation (the "Company"), the Guarantors (as defined
in the Indenture referred to herein) and The Bank of New York, a New York
banking corporation, as trustee under the indenture referred to below (the
"Trustee").
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the
Trustee the Indenture dated as of January 29, 2003, among the Company and the
Trustee, as supplemented by the First Supplemental Indenture dated as of May 8,
2003 among the Company, the Guarantors and the Trustee, and as further
supplemented by the Second Supplemental Indenture dated as of May 28, 2003,
among the Company, the Trustee, the Guarantors and the Guaranteeing Subsidiaries
(such Guaranteeing Subsidiaries to be included with the meaning of the term the
Guarantors as of the execution of the Second Supplemental Indenture)
(collectively, the "Indenture"), providing for the issuance of 9 3/4% Senior
Subordinated Notes due 2012 (the "Notes");
WHEREAS, it had been the intention of the parties to the Indenture for
the Indenture to be substantially similar in its terms to the Indenture dated as
of April 24, 2002, among the Company and the Trustee, as supplemented by the
First Supplemental Indenture dated as of May 7, 2003 among the Company, the
Guarantors and the Trustee, and as further supplemented by the Second
Supplemental Indenture dated as of May 28, 2003, among the Company, the Trustee,
the Guarantors and the Guaranteeing Subsidiaries (such Guaranteeing Subsidiaries
to be included with the meaning of the term the Guarantors as of the execution
of the Second Supplemental Indenture) (collectively, the "April 24 Indenture"),
providing for the issuance of 9 3/4% Senior Subordinated Notes due 2012;
WHEREAS, the April 24 Indenture defines the Company's credit agreement
as "New Senior Credit Facility" and it had been the intention of the parties to
the Indenture to retain the use of the term "New Senior Credit Facility"
therein;
WHEREAS, while the Indenture uses the term "New Senior Credit Facility"
throughout the agreement, Section 1.01 of the Indenture (the Definitions
section) gives a definition for "Senior Credit Facility" instead;
WHEREAS, the term "Senior Credit Facility" in the Indenture should have
been defined therein as "New Senior Credit Facility", as such term is consistent
with its use throughout the Indenture as well as throughout the April 24
Indenture, and the Company and the Guarantors deem this to be an immaterial
inconsistency;
WHEREAS, pursuant to Section 9.01 of the Indenture, the Company, the
Guarantors and the Trustee may amend or supplement the Indenture to cure any
ambiguity, defect or inconsistency and, therefore, the Company, the Guarantors
and the Trustee are authorized pursuant to Section 9.01 of the Indenture to
execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, the Guarantors and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
2. SECTION 1.01 OF INDENTURE. The defined term "Senior Credit Facility"
in Section 1.01 of the Indenture shall be revised to read "New Senior Credit
Facility." The definition of that term shall otherwise remain the same in all
other respects and all references to "New Senior Credit Facility" in the
Indenture shall have the meaning given such definition.
3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
4. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
5. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.
6. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guarantors and the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.
Dated: August 28, 2003
O.W.D., INCORPORATED TUPPER LAKE PLASTICS,
INCORPORATED
By: /s/ Desiree DeStefano By: /s/ Desiree DeStefano
------------------------------------- -------------------------------------
Name: Desiree DeStefano Name: Desiree DeStefano
Title: Vice President Title: Vice President
JARDEN CORPORATION THE BANK OF NEW YORK,
as Trustee
By: /s/ Desiree DeStefano By: /s/ Julie Salovitch-Miller
------------------------------------- -------------------------------------
Name: Desiree DeStefano Name: Julie Salovitch-Miller
Title: Senior Vice President Title: Vice President
ALLTRISTA NEWCO ALLTRISTA PLASTICS
CORPORATION CORPORATION
By: /s/ Desiree DeStefano By: /s/ Desiree DeStefano
------------------------------------- -------------------------------------
Name: Desiree DeStefano Name: Desiree DeStefano
Title: Vice President Title: Vice President
ALLTRISTA ZINC PRODUCTS, L.P. HEARTHMARK, INC.
By: Alltrista Newco Corporation, its
General Partner
By: /s/ Desiree DeStefano By: /s/ Desiree DeStefano
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Name: Desiree DeStefano Name: Desiree DeStefano
Title: Vice President Title: Vice President
QUOIN CORPORATION TILIA, INC.
By: /s/ Desiree DeStefano By: /s/ Desiree DeStefano
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Name: Desiree DeStefano Name: Desiree DeStefano
Title: Vice President Title: Vice President
TILIA DIRECT, INC. TILIA INTERNATIONAL, INC.
By: /s/ Desiree DeStefano By: /s/ Desiree DeStefano
------------------------------------- -------------------------------------
Name: Desiree DeStefano Name: Desiree DeStefano
Title: Vice President Title: Vice President
TRIENDA CORPORATION X PROPERTIES, LLC
By: Quoin Corporation, as sole member
By: /s/ Desiree DeStefano By: /s/ Desiree DeStefano
------------------------------------- -------------------------------------
Name: Desiree DeStefano Name: Desiree DeStefano
Title: Vice President Title: Vice President